EXHIBIT 5
 
                      [Letterhead of Promus Hotel Corporation]
                                January 15, 1999
 
Promus Hotel Corporation
755 Crossover Lane
Memphis, Tennessee 38117
 
Re: 100,000 Shares of the Common Stock, $.01 Par Value Per Share of Promus Hotel
Corporation, a Delaware corporation (the "Company")
 
Gentlemen:
 
    The undersigned has participated in the preparation of a registration
statement on Form S-8 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to not more than 100,000 shares of
the Company's Common Stock, $.01 par value per share, ("Common Stock") which may
be issued by the Company upon exercise of those certain stock options granted to
Norman P. Blake, Jr. in connection with his employment with the Company (the
"Options").
 
    For purposes of rendering the opinion expressed herein, the undersigned has
examined the Company's corporate charter and all amendments thereto; the
Company's bylaws and amendments thereto; and such of the Company's corporate
records as the undersigned has deemed necessary and material to rendering the
undersigned's opinion. The undersigned has relied upon certificates of public
officials and representations of the Company officials, and has assumed that all
documents examined by the undersigned as originals are authentic, that all
documents submitted to the undersigned as photocopies are exact duplicates of
original documents, and that all signatures on all documents are genuine.
 
    Further, the undersigned is familiar with and has supervised all corporate
action taken in connection with the authorization of the issuance and offering
of the subject securities.
 
    Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that the shares
of Common Stock to be issued by the Company upon exercise of the Options will be
duly authorized and when issued by the Company in accordance therewith, such
shares of Common Stock will be fully paid and nonassessable.
 
    The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as well as all state regulatory bodies and
jurisdictions where qualification is sought for the sale of the subject
securities.
 
    The undersigned is an Officer of, and receives compensation from the Company
and therefore, is not independent from the Company.
 
                                          Very truly yours,
 
                                          /s/ RALPH B. LAKE
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                                          Ralph B. Lake
                                          Secretary and General Counsel